[Form 4] Topgolf Callaway Brands Corp. Insider Trading Activity

Rhea-AI Filing Summary

Topgolf Callaway Brands Corp. (MODG) reported a Form 4 showing an equity grant to executive Brian P. Lynch. On 08/26/2025 Mr. Lynch was granted 54,113 Restricted Stock Units (RSUs), each representing a contingent right to one share of common stock. The RSUs were granted at a reported price of $0 and vest on the second anniversary of the grant date, meaning they become the subject of issuance two years after 08/26/2025. The filing reports 54,113 shares beneficially owned following the transaction and indicates direct ownership for the RSUs disclosed. The Form 4 was signed on behalf of Mr. Lynch by an attorney-in-fact under a limited power of attorney.

Insights

Compensation/Equity Analyst

TL;DR: A routine executive RSU grant of 54,113 units to the EVP/CFO, vesting in two years; standard retention-style award.

The grant size of 54,113 RSUs is explicitly recorded and vests on the second anniversary of 08/26/2025. The filing lists the RSUs at a $0 price, consistent with typical restricted unit awards that convert to common shares upon vesting rather than being purchased. The report shows direct beneficial ownership for the disclosed RSUs only and excludes other awards with different vesting terms. This appears to be a routine equity compensation action rather than a sale or transfer event.

Corporate Governance Specialist

TL;DR: Disclosure is complete for the grant reported; filing follows Section 16 reporting format and includes required signer authority.

The Form 4 provides clear identification of the reporting person as Brian P. Lynch (EVP, CFO) and records the grant date, amount, vesting schedule, and beneficial ownership post-grant. The signature block indicates an attorney-in-fact executed the filing under a limited power of attorney, which is a standard administrative practice. No amendments or additional transaction classes are shown.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lynch Brian P.

(Last) (First) (Middle)

2180 RUTHERFORD ROAD

(Street)

CARLSBAD CA 92008

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Topgolf Callaway Brands Corp. [ MODG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, CFO

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	08/26/2025		A		54,113		(2)	(2)	Common Stock	54,113	$0	54,113	D(3)

Explanation of Responses:

1. Each Restricted Stock Unit ("RSUs") represents a contingent right to receive one share of common stock.

2. The RSUs were granted on August 26, 2025 and vest on the second anniversary of the grant date.

3. Represents only the RSUs granted on August 26, 2025 and does not include RSUs with different vesting terms.

Remarks:

	/s/ Clinton Foss Attorney-in-Fact for Brian P. Lynch under a Limited Power of Attorney dated November 30, 2023.	08/28/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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